At JOY ORGANICS, we value our affiliates and
look forward to working with you. This following agreement is designed to
protect you, the affiliate, as well as the JOY ORGANICS brand. Please review
and do not hesitate to reach out to me with any questions.
Stephanie
Robbins t JOY ORGANICS Affiliate Manager t affiliates@joyorganic.com
AFFILIATE AGREEMENT
PLEASE READ THE ENTIRE AGREEMENT. YOU MAY PRINT
THIS PAGE FOR YOUR RECORDS. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND JOY
ORGANICS, INC. BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU
HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT
YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
1. Overview. This Agreement contains the complete terms and conditions
for becoming an affiliate in JOY ORGANICS' Affiliate Program. The purpose of
this Agreement is to allow linking between your website and promotional
channels and JOY ORGANICS.
2. Affiliate Obligations. 2.1. To begin the enrollment process, you
submit the Shareasale online application. We carefully review each application
and desire to respond within 48 hours, excluding weekends and holidays. We may
decline your application at our sole discretion. We remove you from our program
if we determine that your site selected for promotion or linked to is not
fitting to our brand, including but not exclusive to: 2.1.1. Promotes sexually
explicit materials 2.1.2. Promotes violence 2.1.3. Promotes discrimination
based on race, sex, religion, nationality, disability, sexual orientation, or
age 2.1.4. Promotes illegal activities 2.1.5. Incorporates any materials which
infringe or assist others to infringe on any copyright, trademark or other
intellectual property rights or to violate the law 2.1.6. Includes "JOY
ORGANICS" or variations or misspellings thereof in its domain name 2.1.7.
Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene,
harassing, or racially, ethnically or otherwise objectionable to us in our sole
discretion. 2.1.8. Contains software that has the ability to
divert of commission from other affiliates in our program or cannibalize
existing sales. 2.1.9. Misleads the consumer with a website property that
closely resembles our website nor design your website in a manner which leads
customers to believe you are JOY ORGANICS. 2.2. As a member of JOY ORGANICS'
Affiliate Program, you will have access to Affiliate Portal via Shareasale.
Here you will be able to review our Program's details and previously-published
affiliate newsletters, download code (that provides for links to web pages
within the JOY ORGANICS web site) and banner creatives, browse and get tracking
codes for our current coupons and deals. In order for
us to accurately keep track of all guest visits from your site to ours, you
must use the Shareasale's code that we provide for
each banner, text link, or other affiliate link we provide you with unless
otherwise directly agreed upon. 2.3. JOY ORGANICS reserves the right, at any
time, to review your placement and approve the use of your links and creatives
and require that you change the placement or use to comply with the guidelines
provided to you. 2.4. The maintenance and the updating of your site will be
your responsibility. We provide you applicable updates and monitor our affiliates.
2.5. It is your responsibility to follow all applicable intellectual property
and other laws that pertain to your site. You must have express permission to
use any person's copyrighted material, whether it be text, an image, or any
other copyrightable work. We will not be responsible (and you will be solely
responsible) if you use another person's copyrighted material or other
intellectual property in violation of the law or any third-party rights.2.6 As
a Joy Organics affiliate, you are expected to be in compliance
with both FTC and GDPR regulations. Failure to be compliant will result
in termination from the affiliate program
JOY ORGANICS' Rights and
Obligations. 3.1. We have the right, and do
monitor your site at any time to determine if you are following the terms and
conditions of this Agreement. We may notify you of any changes to your site
that we feel should be made, or to make sure that your links to our web site
are appropriate and to notify further you of any changes that we feel should be
made. If you do not make the changes to your site that we feel are necessary,
we reserve the right to terminate your relationship in the JOY ORGANICS
Affiliate Program. 3.2. JOY ORGANICS reserves the right to terminate this
Agreement and your participation in the JOY ORGANICS Affiliate Program
immediately and without notice to you should you commit fraud in defiance of
our Affiliate Program, represent JOY ORGANICS in a way that is not fitting for
the brand or should you abuse this program in any way. If such fraud or abuse
is detected, JOY ORGANICS shall not be liable to you for any commissions for
such fraudulent sales. Commissions will be reversed immediately. 3.3. This
Agreement takes effect with the acceptance of your Affiliate application, and
will continue unless removed from the program
4. Termination. Either you or we may end this Agreement AT ANY TIME,
with or without cause.
5. Modification. We may modify any of the terms and conditions in this
Agreement at any time at our sole discretion. In such event, you will be
notified by email via Shareasale. Modifications may include, but are not
limited to, changes in the payment procedures and JOY ORGANICS's Affiliate
Program rules. If any modification is unacceptable to you, your only option is
to end this Agreement. Your continued participation in JOY ORGANICS's Affiliate
Program following the posting of the change notice or new Agreement on our site
will indicate your agreement to the changes.
6. Payment. JOY
ORGANICS uses a third party, Shareasale, to handle all of
the tracking and payment. See the network's payment terms and conditions.
7. Access to Affiliate Account Interface. You will create a password through Shareasale's secure affiliate account interface. From their
site, you will be able to receive your reports on activity and commissions.
8. Promotion Restrictions. 8.1. Certain forms of advertising are always prohibited by JOY
ORGANICS. For example, advertising commonly referred to as "spamming"
is unacceptable to us and could cause damage to our name. Other generally
prohibited forms of advertising include the use of unsolicited commercial email
(UCE), postings to non-commercial newsgroups and cross-posting to multiple
newsgroups at once. In addition, you may not advertise in any way that
effectively conceals or misrepresents your identity, your domain name, or your
return email address. You may use mailings to customers to promote JOY ORGANICS.com
so long as the recipient is already a subscribed through the CAN-SPAM laws, and
recipients have the option to remove themselves from future mailings. Also, you
may post to newsgroups to promote JOY ORGANICS so long as the news group allows
promotional messages. At all times, you must clearly represent yourself and
your web sites as independent from JOY ORGANICS.com. Spamming is reason for
immediate termination. 8.2. Affiliates that bid in their Pay-Per-Click
campaigns on any trademarked related keywords such as Joy Organics.com, JOY
ORGANICS, www.JoyOrganics.com , JOY ORGANICS coupons, product names? and/or any misspellings or similar
alterations of these ? be it separately or in combination with other keywords ?
will be considered trademark violators, and will be banned from the Affiliate
Program. We will do everything possible to contact the affiliate prior to the
ban. However, we reserve the right to expel any trademark violator from our
affiliate program without prior notice, on the first occurrence of such PPC
bidding behavior. 8.3. Affiliate shall not transmit any so-called
?interstitials,? ?Parasiteware?,? ?Parasitic
Marketing,? ?Shopping Assistance Application,? ?Toolbar Installations and/or
Add-ons,? ?Shopping Wallets? or ?deceptive pop-ups and/or pop-unders? to consumers from the time the consumer clicks on a
qualifying link until such time as the consumer has fully exited JOY ORGANICS.com(i.e.,
no page from our site or any JOY ORGANICS.com?s
content or branding is visible on the end-users screen). As used herein a. ?Parasiteware?? and ?Parasitic Marketing? shall mean an
application that (a) through accidental or direct intent causes the overwriting
of affiliate and non-affiliate commission tracking cookies through any other
means than a customer initiated click on a qualifying link on a web page or
email; (b) intercepts searches to redirect traffic through an installed
software, thereby causing, pop ups, commission tracking cookies to be put in
place or other commission tracking cookies to be overwritten where a user would
under normal circumstances have arrived at the same destination through the
results given by the search (search engines being, but not limited to, Google,
MSN, Yahoo, Overture, AltaVista, Hotbot and similar
search or directory engines); (c) set commission tracking cookies through
loading of Merchant site in IFrames, hidden links and
automatic pop ups that open JOY ORGANICS's web site; (d) targets text on web
sites, other than those web sites 100% owned by the application owner, for the
purpose of contextual marketing; (e) removes, replaces or blocks the visibility
of Affiliate banners with any other banners, other than those that are on web
sites 100% owned by the owner of the application
?9. Grant of Licenses. 9.1. We grant to you a non-exclusive,
non-transferable, revocable right to (i) access our site through affiliate
links solely in accordance with the terms of this Agreement and (ii) solely in
connection with such links, to use our logos, trade names, trademarks, and similar
identifying material (collectively, the "Licensed Materials") that we
provide to you or authorize for such purpose. You are only entitled to use the
Licensed Materials to the extent that you are a member in good standing of JOY
ORGANICS's Affiliate Program. You agree that all uses of the Licensed Materials
will be on behalf of JOY ORGANICS.com and the good will associated therewith
will inure to the sole benefit of JOY ORGANICS. 9.2. Each party agrees not to
use the other's proprietary materials in any manner that is disparaging,
misleading, obscene or that otherwise portrays the party in a negative light.
Each party reserves all of its respective rights in
the proprietary materials covered by this license. Other than the license
granted in this Agreement, each party retains all right, title, and interest to
its respective rights and no right, title, or interest is transferred to the
other.
10. Disclaimer. JOY
ORGANICS MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING JOY
ORGANICS's SERVICE AND WEB SITE OR THE PRODUCTS PROVIDED THEREIN, ANY IMPLIED
WARRANTIES OF JOY ORGANICS's ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO
REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR
FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR
ERRORS.
11. Representations and Warranties. You represent and warrant that: 11.1. This
Agreement has been duly and validly executed and delivered by you and
constitutes your legal, valid, and binding obligation, enforceable against you
in accordance with its terms; 11.2. You have the full right, power, and
authority to enter into and be bound by the terms and conditions of this
Agreement and to perform your obligations under this Agreement, without the
approval or consent of any other party; 11.3. You have sufficient right, title,
and interest in and to the rights granted to us in this Agreement.
12. Limitations of Liability. WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER
OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR
OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR
GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL JOY ORGANICS.COM'S
CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT,
WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR
EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS
AGREEMENT.
13. Indemnification. ?You hereby agree to
indemnify and hold harmless JOY ORGANICS, and its subsidiaries and affiliates,
and their directors, officers, employees, agents, shareholders, partners,
members, and other owners, against any and all claims, actions, demands,
liabilities, losses, damages, judgments, settlements, costs, and expenses
(including reasonable attorneys' fees) (any or all of the foregoing hereinafter
referred to as "Losses") insofar as such Losses (or actions in
respect thereof) arise out of or are based on (i) any claim that our use of the
affiliate trademarks infringes on any trademark, trade name, service mark,
copyright, license, intellectual property, or other proprietary right of any
third party, (ii) any misrepresentation of a representation or warranty or breach
of a covenant and agreement made by you herein, or (iii) any claim related to
your site, including, without limitation, content therein not attributable to
us.
14. Confidentiality. All confidential information, including, but not limited to, any
business, technical, financial, and customer information, disclosed by one
party to the other during negotiation or the effective term of this Agreement
which is marked "Confidential," will remain the sole property of the
disclosing party, and each party will keep in confidence and not use or
disclose such proprietary information of the other party without express
written permission of the disclosing party.
15. Miscellaneous. 15.1. You agree that you are an independent contractor, and
nothing in this Agreement will create any partnership, joint venture, agency,
franchise, sales representative, or employment relationship between you and JOY
ORGANICS. You will have no authority to make or accept any offers or
representations on our behalf. You will not make any statement, whether on Your
Site or any other of Your Site or otherwise, that reasonably would contradict
anything in this Section. 15.2. Neither party may assign its rights or
obligations under this Agreement to any party, except to a party who obtains
all or substantially all of the business or assets of
a third party. 15.3. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of Colorado without regard to the
conflicts of laws and principles thereof. 15.4. You may not amend or waive any
provision of this Agreement unless in writing and signed by both parties. 15.5.
This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and
communications of the parties, oral or written. 15.6. The headings and titles
contained in this Agreement are included for convenience only,
and shall not limit or otherwise affect the terms of this Agreement.
15.7. If any provision of this Agreement is held to be invalid or
unenforceable, that provision shall be eliminated or limited to the minimum
extent necessary such that the intent of the parties is effectuated, and the
remainder of this agreement shall have full force and effect.
